OptionAgreement

Address: 

Floor 2, Building 1, Kaiyuan Industrial Zone No.118,

Address: 

Jiangtou village, Chendai town, Jinjiang, Fujian province

1.

Party A is a wholly foreign-owned enterprise established and existing in the PRC.

2.

Party C is limited liability incorporated in the PRC.

3.

Members of Party B (“Grantors”) are directly interested in Party C: Ding Baojian owns 33.34% equity interest in Party C, Ding Baofu owns 33.33%, Ding Changming owns 33.33%.

4.

Upon Party A’s request, each member of Party B agrees to transfer and Party A agrees to purchase all of the equity interest in Party C owned by Party B in accordance with this Agreement.

1.1 

Grant

1.2 

Term

2.1 

Timing of Exercise

 

2.1.1

Grantors agree that pursuant to the laws of the PRC, Party A may exercise the options in part or as a whole under this Agreement at any time during the term of this Agreement.

 

2.1.2

Grantors unanimously agree that there is no limitation on the times for Party A to exercise its options, unless Party A has acquired all of the equity interest in Party C.

 

2.1.3

Grantors agree that Party A may designate a third party to exercise the options by delivering a prior written notice to Grantors.

2.2 

Donation of Payment for the Option

2.3 

Transfer of Option

2.4 

Notice of Exercise

 

2.4.1

the effective closing date of the equity transfer after exercise of the option, i.e. the date of official filing for registration of the equity transfer with relevant Administration for Industry and Commerce (the “Closing Date”);

 

2.4.2

the name of the shareholder to be registered after the exercise of the option;

 

2.4.3

the number of the equity transferred from Grantors;

 

2.4.4

the payment terms; and

 

2.4.5

the power of attorney (if the option to be exercised by a third party designated)

2.5 

Closing

3.1 

 

3.1.1

It has full corporate power and authority to execute and perform this Agreement;

 

3.1.2

Its performance of this Agreement does not violate any applicable laws, regulations and contracts binding on it, and not require any consent or authorization from government;

 

3.1.3

There is no lawsuit, arbitration or other legal or administrative proceeding pending or which may have material and adverse effect on the performance of this Agreement;

 

3.1.4

Party C has not been declared bankruptcy and is in good standing;

 

3.1.5

It will not create any pledge, debt or other third party encumbrance on Party C’s equity held by it and will not transfer, donate, pledge or otherwise dispose the same in favor of any third party other than Party A or a third party designated by Party A;

 

3.1.6

There is no pledge, security, debt or other third party encumbrance on Party C’s equity held by it;

 

3.1.7

The option granted to Party A is exclusive, and Grantors shall not grant any option or similar right to any third party in any form.

3.2 

5.1

Unless otherwise provided in this Agreement, if any Party fails to fully perform or cease to perform this Agreement and cannot cure such breach within 30 days after receipt of the notice from the non-breaching Party, or any of representations or warranties hereunder is not true, accurate or misleading, it shall constitute a breach of this Agreement.

5.2

If any Party breaches this Agreement or any of its representations and warranties under this Agreement, the non-breaching Party may require in writing it to cure its breach and take corresponding actions to timely and effectively avoid damages within 10 days upon receipt of a written notice from the non-breaching party and continue to perform this Agreement. In case of any damage, the breaching party shall indemnify the non-breaching party such that the non-breaching party could acquire all of the interests under this Agreement as if this Agreement had been duly performed.

5.3

If all of the Parties breach this Agreement, the indemnity shall be determined on the basis of the extent of its respective breach.

6.1

Governing Law

6.2

Arbitration

6.3

Continue of Performance

7.1

Confidential Information

7.2

Exceptions

8.1

Entire Agreement

8.2

Notices

 

8.2.1

Any notice or other correspondence of the Parties in connection with the performance of this Agreement shall be in writing and be delivered in person, by registered mail, postage prepaid mail, recognized express mail or facsimile to the following correspondence addresses:

Address: 

Floor 2, Building 1, Kaiyuan Industrial Zone No.118,

Fax: 

0595-85192329

Telephone: 

0595-85196329

Addressee: 

Lam Mei Ying

  

Address:

Fax: 

0595-85192329

Telephone: 

0595-85196329

 

Address:

 

Fax:

0595-85192329

Telephone: 

0595-85196329

 

Address:

 

Fax:

0595-85192329

Telephone: 

0595-85196329

Address: 

 

Fax:

0595-85192329

Telephone: 

0595-85196329

Addressee: 

Ding Baofu

 

8.2.2

Notices and correspondences shall be deemed to have been delivered:

 

8.2.2.1

 

8.2.2.2

by personal delivery (including by courier), on the date of receipt;

 

8.2.2.3

by registered mail, on the fifteenth (15th) day of the date indicated on the registered mail receipt;

 

8.2.3

Binding Force

8.3

Language

8.4

Day and Business Day

8.5 

8.6

Pending Items